GENESIS HEALTHCARE COMBINES WITH SKILLED HEALTHCARE GROUP, INC.2/2/2015
For Immediate Release:
Jeanne Moore, Genesis Healthcare
Lori Mayer, Genesis Healthcare
GENESIS HEALTHCARE COMBINES WITH
SKILLED HEALTHCARE GROUP, INC.
The Combined Company Will Trade on the NYSE With a
New Ticker Symbol of GEN
Kennett Square, PA – February 2, 2015 - Genesis HealthCare, LLC, one of the nation’s largest providers of skilled nursing and rehabilitation care, today announced that, effective February 2, 2015, it has completed its previously announced combination with Skilled Healthcare Group, Inc. (Skilled Healthcare) (NYSE: SKH). The newly combined company will operate under the name Genesis Healthcare, Inc. (Genesis). The combination adds the skilled nursing facilities, assisted and independent living centers, and hospice and home health agencies operated by Skilled Healthcare’s subsidiaries, as well as Skilled Healthcare’s Hallmark Rehabilitation business, to the Genesis family.
Under the terms of the agreement, Skilled Healthcare shareholders will collectively own 25.75% of the vote and value of the fully-diluted equity of the combined company. Shareholders who held interests in Genesis will own the other 74.25%. The combined company will be traded on the NYSE with a new ticker symbol of GEN. Headquarters for the combined company will remain in Kennett Square, PA, and George V. Hager, Jr. will be the Chief Executive Officer of the newly-combined company.
The company’s post-combination Board of Directors consists of representative directors from both companies, as well as independent directors. We believe this creates a governance structure that will facilitate and help to build strategic value. The post-combination board members consist of: Steven Fishman, Chairman of the Board of Directors, co-founder of Formation Capital; Arnold Whitman, co-founder of Formation Capital; David Reis, Chief Executive Officer of Senior Care Development, LLC; George Hager, Chief Executive Officer of Genesis; Glenn S. Schafer, former President and Vice Chairman of Pacific Life Insurance Company; James V. McKeon, President of Valentine Associates LLC; Jim Bloem, former Chief Financial Officer of Humana Inc.; John F. DePodesta, co-founder of Primus Telecommunications Group, Inc.; Joshua Hausman, Managing Director of Onex Corporation; Robert H. Fish, former Chief Executive Officer of Skilled Healthcare; and Robert Hartman, Chairman of NuCare Services Corp.
The combination of the two companies has created one of the largest post-acute care providers in the country, with more than 500 skilled nursing and assisted/senior living communities in 34 states. It has also expanded Genesis’ rehabilitation therapy business, Genesis Rehab Services, to more than 1,800 service locations in 47 states and the District of Columbia. The new company will have nearly 95,000 employees and had combined annual revenue of approximately $5.5 billion on a trailing twelve month basis as of September 30, 2014.
“This is an exciting time for Genesis as we become a publicly-traded company and further expand the services we provide to patients and residents nationwide,” stated Mr. George Hager. “We believe the opportunities of scale created by this combination better position Genesis to meet the challenges facing the post-acute industry and enhance the company’s ability to successfully partner with payors and providers across the country.”
Barclays and Bank of America Merrill Lynch served as Genesis’ financial advisors, and Skadden, Arps, Slate, Meagher & Flom LLP, Williams Mullen and Arnall Golden Gregory LLP acted as its legal advisors.
MTS Health Partners, L.P. served as Skilled’s exclusive financial advisor, and Kaye Scholer LLP acted as its legal advisor.
About Genesis Healthcare
Genesis Healthcare, Inc. (NYSE: GEN) is a holding company with subsidiaries that, on a combined basis, comprise one of the nation''s largest post-acute care providers with more than 500 skilled nursing centers and assisted/senior living communities in 34 states nationwide. Genesis subsidiaries also supply rehabilitation and respiratory therapy to more than 1,800 healthcare providers in 47 states and the District of Columbia. References made in this release to "Genesis," "the Company," "we," "us" and "our" refer to Genesis Healthcare, Inc. and each of its wholly-owned companies. Visit our website at www.genesishcc.com.
This release includes "forward-looking statements." You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as "may," "will," "project," "might," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," "continue" or "pursue," or the negative or other variations thereof or comparable terminology. They include statements about Genesis’ beliefs regarding its governance structure and its opportunities for the future. These forward-looking statements are based on current expectations and projections about future events, including the assumptions stated in this release. These forward-looking statements are based on current expectations and projections about future events, including the assumptions stated in this release.
Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified and, consequently, the actual performance of Genesis may differ materially from that expressed or implied by such forward-looking statements.
Additionally, we face a number of other risks and uncertainties, including, but not limited to, the factors described in Genesis Healthcare’s (formerly Skilled Healthcare’s) Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission (including the sections entitled "Risk Factors" and "Management''s Discussion and Analysis of Financial Condition and Results of Operations" contained therein) and in its subsequent reports on Form 10-Q and Form 8-K.
Any forward-looking statements contained herein are made only as of the date of this release. Genesis Healthcare disclaims any obligation to update the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements.